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THUNDER SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT CONTINUED

2. Late Payment

If Licensee fails to make any payment when due then, in addition to all other remedies that may be available to Licensor, Licensor may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law.  Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payment of amounts due or related interest, including attorneys’ fees, court costs, and collection agency fees. If such failure continues for thirty (30) days following written notice thereof, Licensor may: (i) disable Licensee’s use of the SDK (including by means of a disabling code, technology or device); (ii) withhold, suspend or revoke its grant of a license hereunder; and/or (iii) terminate this Agreement under 14.2(a).

3. No Deductions or Setoffs

Other than deductions to the Royalty Payment(s) to account for the Advance, which deductions must be reasonably detailed in the royalty statement, all amounts payable to Licensor under this Agreement shall be paid by Licensee to Licensor in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).

Exhibit B
Service Level Agreement

1. Limited Warranty

Subject to the limitations and conditions set forth in Section ‎1.1 and Section ‎1.2 of this SLA, Licensor warrants to Licensee that for a period of six (6) months from the Acceptance Date (the “Warranty Period”), the SDK will substantially conform in all material respects to the Documentation, when integrated into Licensee’s Product and used as recommended in the Documentation and in accordance with the Agreement.

1.1 Licensee Requirements

The limited warranties set forth in Section ‎1 of this SLA apply only if Licensee: (a) notifies Licensor in writing of the warranty breach before the expiration of the Warranty Period; (b) has not delayed in arranging for the integration of all Maintenance Releases to the SDK that Licensor makes available to Licensee; and (c) as of the date of notification, is in compliance with all terms and conditions of the Agreement (including the payment of all license fees then due and owing).

1.2 Exceptions

Notwithstanding any provisions to the contrary in the Agreement, the limited warranty set forth in Section ‎1 of this SLA does not apply to problems arising out of or relating to:

  • (a) SDK, or the media on which it is provided, that is modified or damaged by Licensee or its Representatives; 
  • (b) any operation or use of, or other activity relating to, the SDK other than as specified in the Documentation, including any incorporation in the SDK of, or combination, operation or use of the SDK in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Licensee’s use in the Documentation or as expressly permitted by Licensor in writing;
  • (c) Licensee’s or any third party’s negligence, abuse, misapplication, or misuse of the SDK, including any use of the SDK other than as specified in the Documentation or expressly authorized by Licensor in writing;
  • (d) Licensee’s delay in arranging for the integration of all Maintenance Releases to the SDK that Licensor makes available to Licensee;
  • (e) the operation of, or access to, Licensee’s or a third party’s system or network;
  • (f) any Open Source Components, beta software, software that Licensor makes available for testing or demonstration purposes, temporary software modules or software for which Licensor does not receive a license fee;
  • (g) Licensee’s breach of any provision of the Agreement; or
  • (h) any other circumstances or causes outside of the reasonable control of Licensor (including abnormal physical or electrical stress).

2. Support Levels and Fees

Licensee may purchase Support Credits if it requires support services.  Licensee may purchase additional Support Credits in accordance with the following table.  The cost of unused Support Credits is not refundable.

Support Credit Pricing Chart

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